Look After Her When I'm Gone
by courtney-in-the-tardis
Summary: When an old companion leaves him with a dying wish, how far will the Doctor go to grant it?
1. A Psychic Message

"Until next time, Doctor," Clara paused at the door, giving him a mock salute.

"Clara," he began, making his way past the console to lean against the railing, "you sure you're not up for one more trip? Ancient Egypt? Maybe pop over and see Sir Arthur Conan Doyle?"

She smirked suspiciously at him and quirked an eyebrow, "I'm sure. Parent-teacher night coming up and I have papers to grade." She crossed her arms and looked him carefully up and down, "What's going on with you? You're being weird."

He got defensive, "Weird? Me, weird? I'm not being weird. You're being weird. Turning down an adventure to go off and teach a bunch of angst ridden teenagers how to write a short story."

Rolling her eyes she opened the TARDIS doors, "Whatever you say, Doctor. See you later." And with that she was gone.

When the door closed behind her, he took the psychic paper out of his jacket pocket and swallowed hard as he stared at it. It read, _"He's looking for you. Help him."_ He had been getting the same message all week long. Well, he assumed it had been a week Earth time. It's hard to keep track when you're having adventures with Clara and floating around in the Vortex; so he ignored it. What could it mean? Who is he? How could the Doctor help him?

The note made him nervous for some reason and he couldn't quite put his finger on it. Sitting down on the steps he ran his thumb over the paper and sighed loudly. He may as well check it out; not as if he had anything else to do anyways with Clara being busy with work. He looked up at the ceiling and spoke to the TARDIS, "Well, let's check it out old girl. You know where we're going?" She blinked a few lights in response and made a humming noise that wouldn't mean much to anyone who wasn't so attached to her. The Doctor recognized it as a happy tone. Odd.

A few twisted dials and pushed buttons later the TARDIS landed with a moan and groan upon its mystery destination. The Doctor secured his sonic screwdriver in his pocket and poked his head out the door to investigate. As he took in his surroundings he wondered why the TARDIS had taken him here. It was a neighborhood. A normal, ordinary, human neighborhood. What was so special about it?

But then it hit him. He wasn't in just any old neighborhood, he was in Chiswick. Panicking he ran back into the TARDIS and looked angrily around the console room. "What are you doing? We can't be here!" he yelled, the TARDIS remained quiet, "You know the consequences if she-" he couldn't bring himself to talk about Donna's mind burning. He took a deep breath and tried to calm down. Of course the TARDIS knew the consequences. She would never put Donna in danger on purpose so there must be a reason that she had brought them here.

The doors to the TARDIS opened with a harsh flap and the Doctor got the hint. He scurried out before she could nag him further. There seemed to be no one around so he deemed it safe to exit and locked the door behind him. He turned around and patted his ship before leaving her, "Just make sure Donna doesn't see you, alright?" She hummed sadly and he tried not to dwell on her tone. It would just make him feel worse.

He walked the familiar streets of Chiswick and constantly kept an eye out for a flash of ginger hair. He thought he had spotted her and hid behind a bush to block himself from view but it turned out to be a random woman walking her dog. He wasn't even sure why he was hiding to be honest. Yes, he had seen this face before in Pompeii but he doubted Donna would recognize it; after all she interacted with him after the memory wipe as "John Smith" and she hadn't even batted an eye when she looked at him. This made him relax a bit as he continued his journey down the street.

He'd been walking around for a while when something, well someone one, caught his eye. A little old man, carrying a telescope up a hilltop. The sight made his hearts drum quickly. He suddenly thought back to the note on his psychic paper_, "He's looking for you. Help him,"_ and it clicked: Wilf was he. Wilfred Mott, the man who he would have been honored to have as his father needed his help and all he could do was stare at him. His urge to flee rose but his feet stayed planted like cement. Besides, he's quite certain his stubborn ship would lock him out until he got all of this sorted out.

He bit the bullet and made his legs move forward to follow Wilf up the hill. Catching up to him he calls out, "Would you like a hand with that?"

Wilf whirled around to face him, "Why, yes. Thanks so much," he said handing him the blanket he had tucked under his arm. The Doctor walked in pace with him the remainder of the way and spread the blanket on the ground when Wilf picked a spot for his telescope.

"Thanks for the help, stranger," he said with a smile, "Wilfred Mott," he offered as he held out his hand.

"Smith, John Smith," the Doctor answered, taking Wilf's hand.

"Had a friend by that name once," Wilf sad sadly, "so do you do this often? Go around helping old men carry things about? Bit old to be a boy scout, mate."

"Something like that, yeah." He nervously rammed his hands in his pockets and went to inspect Wilf's telescope. "This is very nice. Is it new?"

"Oh yes, it was a birthday gift, actually. My granddaughter got it for me."

The Doctor froze at the first mention of Donna. It'd been so long since he had talked about Donna with anyone but his TARDIS. There were times, though they seemed so long ago, when he would spend evenings remembering her with River. How she would comfort him when he let himself grieve the loss of his best friend.

"Are you close with your granddaughter?"

Wilf's grin occupied his entire face, "Thick as thieves we are. Donna's my little general. Always on top of me to get things done. I don't know what I would do without her."

Refusing to look Wilfred in the eyes the Doctor pretended to be looking for something through the telescope. "She sounds…fantastic. Really something."

"Oh she is," Wilfred beamed, "fantastic person, loving wife, amazing mother."

The Doctor couldn't help but shoot up and look at Wilfred, "Donna's a mother?"

"Sure is," Wilf dug around in his trouser pocket to retrieve his wallet. He flipped it open to show the Doctor a photo of a beautiful, blonde, little girl. "After she got married a few years ago, she and her husband tried having kids. Turns out there were some medical issues and it wasn't going to be possible. Broke her heart, it did. But, my little Donna's a fighter so ultimately they decided to adopt."

This made the Doctor smile. Of course Donna would fight. Always a fighter, his Donna.

"They checked into a few different agencies before they found little Jenny."

"I'm sorry but did you say Jenny?" the Doctor squeaked.

"Yeah. Said as soon as she saw little Jenny's name on the front of her file she knew she would be the one. Opened it up and saw her photo and she said that's the moment she became a mother. That was her child."

The Doctor couldn't suppress his pride, "Oh, that's so very Donna."

Wilf cocked his head to the side, "You say that as if you know her."

"What are you looking for out here?" the Doctor avoided, "anything particular?"

Wilf was suspicious now, and to be honest the Doctor didn't know why he was playing games in the first place. "Yeah, something blue," Wilf shot back, challenging him.

Taking his sonic screwdriver out of his jacket he approached Wilf's telescope and began to whiz it around manically. "There, that should let you see a bit farther out. Just don't tell Donna I tweaked with her gift. May make her a bit cross," he cocked his head and scrunch up his face in a knowing way, "things of a blue nature should be easier to spot now."

Wilf's mouth went slightly agape. He opened it and closed it a few times but said nothing. He cautiously took a few steps forward and studied the man in front of him while also trying to put two and two together.

"It's been quite a while, Wilfred Mott," the Doctor started, "I got your message."

Wilf shook his head, "It can't be."

The Doctor matched Wilf's steps forward with his own, "Ask me something only I would know."

Wilf pondered a moment, "What was your wedding gift to Donna?"

"A winning lottery ticket."

"Where did you get it?"

"From Geoff, Donna's father."

A grin broke out on Wilfred's face and he launched himself forward toward the Doctor. The Doctor didn't have the heart to tell him that this regeneration wasn't keen on hugging so he just let Wilf hug him while he patted his back affectionately. This body wasn't without affection entirely.

"I just can't believe it, I didn't think you would come," he cried, "granted I've only been looking for you for about a week and a half now but I was still worried you wouldn't respond."

The Doctor felt guilty and almost told Wilf the truth: that he himself was just as shocked he came. He almost turned around and fled back to his TARDIS to take the coward's way out but he chose not to.

"Why have you been looking for me Wilf? Is there something wrong with Donna?" he asked. Worry ran through him.

"Oh no, Donna's safe."

The Doctor breathed a sigh of relief.

"I've been looking for you because I'm dying."

And the relief was gone.

"Wilf, I don't know what to say. I'm sor-"

Wilf cut him off, "Yes, I know. You're very sorry to hear it."

The Doctor was stunned by Wilf's curtness but said nothing.

"Sorry. I don't mean to be rude Doctor but when you've had a frantic Sylvia Noble flittering around you nonstop for a week and a half then you'd be a bit testy too."

He couldn't argue with that.

"But more importantly you have nothing to be sorry for. Meeting you was one of the highlights of my life."

The Doctor nodded, "I can say the same for you, Wilfred Mott."

"Not only did you show me the stars in that little blue box but you also gave me the greatest gift I could have ever asked for; you made my Donna happy."

"I ruined her life," the Doctor argued.

"You did not. She loved you and you loved her. You were her best friend in the entire universe. Memory block or not there's still a little part of her that knows that you're missing. Sometimes she looks out the window at the sky like she's waiting on you. You'll never be fully gone from her life."

The Doctor began to pace a bit and look up toward the night sky, "She made me better, you know. I don't know how she did it but she kept me on my toes. We never had a dull moment."

Wilfred gave an encouraging smile, "No moment with Donna is dull. She's a firecracker."

The Doctor laughed, "Firecracker is putting it lightly. She's a hell of a slapper and she isn't afraid to remind you of it," he rubbed his cheek as he remembered.

"But behind all that fire is a big heart," Wilf commented, "which is why I'm waiting to tell her I'm sick. I haven't been diagnosed long. I went for my checkup almost two weeks ago because Donna made me and they told me I have cancer. Said they could try some treatments but the likelihood of it doing any good was low. I have about six months...I just want to make them normal as long as I can get away with it."

Wilf sat down on the blanket and patted the space beside him. The Doctor obliged and joined him on the ground. They said nothing for a while and just gazed up at the stars. Every now and again the Doctor would let Wilfred in on a little fun fact about the universe and Wilf, being the astronomy lover he is, ate it up. After an interesting fact about the moon being filled with alien spiders Wilf revealed to the Doctor his true reason for seeking him out.

"I knew that box of yours would bring you back here. Smart as a tack, your ship," he said with a wink, "because I need to ask you a favor…..it's quite a big one, actually."

How could the Doctor refuse? A dying man's wish. And not just any dying man; this was Wilf.

"When I pass, Donna is going to try to be there for everyone. She's going to not let herself grieve and insist that she's fine because she's Donna and that's what she does. But, I need to make sure that there's someone who is going to ask how she is. Someone who will listen and care about what she says."

The Doctor had a feeling he knew where this was going, "What are you asking me, Wilf?"

"I don't care how you do it, Doctor, so long as it's done. But, please, for me, look after her when I'm gone."


	2. A Long Night

The Doctor tossed and turned, unable to get comfortable. He was never an advocate for taking it easy but after the evening he had, had with Wilf he felt drained and in need of rest. But as soon as his head had hit the pillow he felt wide awake. As much as he tried he just couldn't turn off his brain. The whole situation filled him sadness, excitement, and worry. He was saddened that in just a few short months, Donna would lose Wilf forever and even though he could go back in time and visit him again, it wouldn't be the same. He felt excited to spend time with Donna again, for however long it would last. He knew if he hung around too long after Wilf's death it would seem odd and she may begin to question his presence. And he also worried that something would trigger her memory and her mind would burn.

When the TARDIS was quiet like this and he had no companion on board he would let his mind remember the times that were. It had been a while since he had dwelled on the memory of Donna Noble; it hurt too much. He sometimes had to stop himself from asking Clara if she too could smell banana pancakes wafting through the TARDIS. Donna always used them to lure him out of the console room or library when she felt he had been working too hard. He suspected the TARDIS had something to do with the smell but he never bothered to say anything out loud.

There's a box in her old room full of photos she had taken of their many adventures and new friends. A few photos are of the two of them together, taking leisure days to poke around the many rooms of the TARDIS. When he had stumbled upon the box after her departure he had chosen his favorite one and now uses it as a bookmark. He remembers how happy they looked even though he was sure they had been fighting that day.

He winces at the memory of finding her crying about a month into their travels. He was so sure she was going to leave him then. When he had asked if she wanted to go home she slapped his arm and laughed at him through tear filled eyes. She assured him she wasn't going anywhere but that she was desperately missing her granddad. Without hesitation he took her hand, dragged her into the console room, and set the coordinates for Chiswick. They spent the day laughing with Wilf and avoiding Sylvia's glares. They'd ended their night by setting up a picnic on the hilltop and watching the stars; amazing Wilf with their tales of new worlds.

Huffing with frustration he kicked the blankets from his body and hopped out of bed. Wilf had asked him to return in a couple of days so that he could "introduce" him to Donna and until that time came, he needed a distraction. An adventure is what he needed! A good old-fashioned adventure. And who was always up for an adventure? Clara Oswald. An Earth day had passed since he had last seen her. Surely all of her teaching nonsense had to be over with by now, right?

He quickly changed into his usual attire and threw a few switches on the console; smiling as the old girl began to do her thing. The TARDIS landed with a small groan and the Doctor flung open the door to greet Clara. He was instead greeted with darkness.

"Clara?" he questioned.

A lamp flicked on from across the room and a very sleepy Clara rubbed her eyes and looked at him. The more she blinked to focus her eyes the more cross she began to look. She got up out of bed and grabbed her dressing gown laying on a nearby chair, crossed her arms, and approached him.

"Doctor, do you know what time it is?" Yes, definitely cross.

"I'm a Time Lord Clara, it's sort of my thing. Hence, Time Lord," he answered as innocently as possible.

"Alright mister high and mighty Time Lord, care to explain why you thought three in the morning is an acceptable time to pop in for a visit?"

He paced around the room, touching various trinkets she had laying on her dresser, "Got a bit bored, thought I'd take a little trip to see Mozart. I thought to myself, you know who loves Mozart? Clara! I assumed you'd be a bit cross if I went without you so here I am."

He was pacing so quickly around the room that it was giving her whiplash to follow his movements. She stopped him by placing a hand on his arm, "Doctor, would you quit pacing?" He stopped but pretended to be distracted by a photo laying by her nightstand. "And for God's sake would you look at me?"

He sighed and did as she requested. She could immediately see the look she knew all too well: big, sad eyes.

"Why are you lying to me? And don't lie to me again and say you're not lying to me because you are. Tell me what's wrong."

After a moment he relented and sat in the chair by her bed. She looked at him expectedly.

"Well, as you know, I am tad bit older than you," he began.

She arched an eyebrow, "A tad?"

He glared but continued, "During that time, there have been others like yourself. People that I've taken with me on the TARDIS to see the universe."

"Like Amelia? You mentioned her before."

He swallowed hard and nodded, "Yes. Amelia Pond and her husband Rory traveled with me for quite some time. I had several companions before the Time War and after the Time War I didn't expect to become so attached to humans again but," he waved his hands in gesture, "here we are."

Though she was exhausted and still a bit miffed she had been awakened so abruptly, Clara gave him a small smile to show him she was listening.

"I met Rose Tyler in my ninth regeneration and she was with me for some time into my tenth regeneration. Then I traveled with Martha Jones for a while. In the end, she decided she couldn't stay with me. After Martha, I traveled with Donna Noble. I had met her the Christmas before I met Martha and had asked her to come with me and she turned me down. I didn't think I would ever see her again but then she came looking for me. After Donna came Amy and after Amy came you."

Clara bit her lip slightly, "I know that this is hard for you to talk about Doctor, seeing as you never really talk about your past, but I don't understand what's bothering you."

"For a week or so I've been getting a message on the psychic paper from an old friend back on Earth. I decided to check it out after I dropped you off. My friend, Wilfred Mott, he's Donna Noble's grandfather. He told me that he has been diagnosed with cancer and they are estimating he only has six months to live. He's ask me to," he paused to make sure Clara was following, as he had been talking quite fast. Satisfied, he continued, "he's asked me to look after Donna after he passes. Make sure she's doing alright. Make sure she has someone to look after her."

"It's understandable that you're upset about your friend having cancer, but you don't seem too keen to look after Donna. What's the matter? Did you two end things on bad terms?"

He shook his head, "No, no. Nothing like that. It's hard to explain too far in detail but if Donna ever remembers me, her mind will burn and she will die."

Clara's face scrunched up, "What do you mean she'll die if she remembers you?"

He looked down to the clasped hands on his lap, he was clutching them together so tightly that his knuckles were white. "Early in my tenth regeneration, my hand was chopped off and I was so early in the regeneration process that I was able to grow a new hand to replace it. A man I traveled with from time to time, Jack Harkness, saved it and put it in a container. Donna was trapped in the TARDIS while it was being destroyed and I couldn't get to her. While inside she touched the severed hand and created a two way meta-crisis. A human-Time Lord hybrid grew from her and the hand. He looked like me but was half Doctor, half Donna. This made Donna become the DoctorDonna They escaped with the TARDIS and Donna was the most important woman in all of creation. The duplicate stayed behind in a parallel universe with Rose Tyler and Donna came back with me. When Donna and I were back in the TARDIS I knew what had to happen and so did she. Her human mind couldn't handle having me in her head so there were only two options: let her die or erase her memory of me and everything she had seen or did while traveling with me. She begged me not to erase her memories; not to take her back to her old life in Chiswick. She would have rather died. But of course, I couldn't have that. I couldn't live knowing that I just let her die right there in front of me. I needed to live knowing that somewhere out there Donna Noble was alive and has a chance to have a happy life on Earth. It's the most selfish thing I have ever done. And that, Clara is why I'm hesitant to do this favor for Wilf. Even though I look different now and the chances of her recognizing me are slim, I'm afraid to be around her too long because it's going to hurt too much. Because I'm still just as selfish."

Clara's smile was sad but her eyes looked hopeful. "You did it to save her life. I'm not saying not respecting her decision was right, but your intentions were good. I'm sure that if she could ever remember, she would forgive you for that."

He scoffed, "I doubt that. I wouldn't forgive me."

She patted his hand in a friendly way, "Come on. You can get through this. You're the Doctor. The Oncoming Storm. Besides, this isn't for you. This is for Wilf and Donna. I've not even known about Donna five minutes and I can already tell you'd do anything for her."

A ghost of a smile appeared on his face but disappeared as quickly as it came, "I have to go back to Chiswick in a few days to have Wilf introduce me to Donna. He hopes that if I spend some time with her before his death that it will make it easier for her to open up to me when it happens. Which does make sense."

"Well then," Clara announced, getting up from her bed and dragging the Doctor toward the TARDIS, "it's Tuesday, so we'll head to Chiswick Thursday?"

He seemed to perk up, "You're going to come with me?"

"Of course! I want to meet this Donna Noble. She sounds pretty special."

"Thursday it is then," he confirmed opening the door to his TARDIS.

"Thursday. See you then, Doctor." She replied, climbing back into bed.

He quickly popped his out of the doors, "You sure about Mozart, then?"

He got his answer as a pillow flew across the room and hit his face. Ducking back in he stood by the railings and looked up at the ceiling, "We're going to see Donna on Thursday."

She hummed happily and he couldn't help but smile.

.


	3. A Time For Reunions

**A/N will be at the end! **

Clara cursed herself for wearing heels today as she scurried through the halls of her school. She had told the Doctor she would meet him in the janitor's station at three-thirty and it was nearing four. Another teacher had stopped and asked her opinion about the school musical and she couldn't escape any quicker than she had. Pausing at the front door she took a few seconds to catch her breath and take turns lifting a leg in the air to rest her feet. She fished her TARDIS key out of her pocket and opened it frantically only to find an empty console room.

"Doctor?" She called out, taking off her shoes in the process, "Where are you?"

She heard a loud bang coming from the direction of the hallway and cautiously padded towards the noise. A bit frightened at first (who knows what could be on board), her fears vanished when she heard the familiar annoyed mumbles of the Doctor. Recognizing she was standing in front of the door to the wardrobe she shook her head playfully rolled her eyes; silly time to be playing dress up.

She entered the doorway and put her hands on her hips, "Doctor, what _are_ you up to?"

Popping up from a pile of coats, he beamed as he held out a pair of flats for Clara to take. "You always complain that your feet hurt every time I pick you up from work. You've been on a heel kick lately, Clara. I thought ahead of time and retrieved these for you to change into. Oh look! They match! I am good." He looked smugly at her then turned on his heel to exit the wardrobe.

"Blimey, you're in a good mood today," Clara suggested, staggering behind him, attempting to put on her new shoes and walk at the same time. He was quite chipper, too chipper in fact. Clara knew something was off with him.

"What's the matter?" she asked.

He snorted and waved his hands dismissively, "I have no idea what you're talking about," he added, pushing a few buttons on the console. He flicked a switch up dramatically only to have her clamp it back down with just as much enthusiasm.

She arched a sharp brow at him, "What did I say about lying?"

He mumbled something near incoherent. Something along the lines of, "You said I shouldn't do it," but Clara didn't catch most of it.

She let out a deep breath and looked at him warmly, "Look, I know you're nervous about all this and quite right too, but just think about who you're doing this for. I know you want to do right by them."

He swallowed hard but said nothing as he flicked the switch upward again. She knew it would be a losing battle getting him to talk about how all of this was making him feel but she was determined to help him through it. Besides, she was actually looking forward to meeting Donna and her granddad; they seemed like good people.

When the TARDIS landed she was the first out of the doors. She looked around at the neighborhood and smiled as a few kids rode by on their bikes. She had been to Chiswick once before to visit a friend of her mum's but the woman had moved long ago. She smoothed down her skirt and looked back to make sure the Doctor had in fact left the TARDIS. When he came into sight she nodded and gestured for him to lead the way.

"Lead on Doctor, you know where we're going," she said, clasping her hands together.

"It's just down the street, I don't want to park the TARDIS too close to Donna. Perception filter or not," he marched in front of her a little ways, "and by the way, while we're around Donna and her family, refer to me as John Smith. If she heard you call me Doctor or the Doctor it could trigger her memory."

Clara felt a nervous pang in her stomach, "Got it."

A small walk later, Clara could see an older gentleman with a red toboggan waving happily at them. Feeling a tad out of place all of a sudden Clara gave a small, awkward wave and stood a bit closer to the Doctor's side. The old man, rather Wilf, made a beeline straight to the Doctor and gave him a hearty hug. The sight made Clara want to laugh and she found she couldn't hold in her chuckle.

"Well, hello there. And who might you be?" Wilf directed the question at Clara, holding out his hand to her.

She took it with gusto, "I'm Clara; Clara Oswald. I travel with the Doctor. You must be Wilf, it's nice to finally meet you, sir."

He winked at her, "Oh come now. I'm just an old man, nothing special about meeting me."

She was about to disagree but the Doctor chimed in, "How are you feeling today, Wilf?"

Clara was taken aback. Of course she had seen the Doctor show concern for other's before but this was something new; this family was definitely something special then.

"Oh, I'm fine," he shrugged, "no need to worry about me. Still got some months left yet."

The Doctor flinched, obviously uncomfortable with Wilf talking about his terminal illness in such a nonchalant manner but he seemed to push it down.

"Okay, so Donna and Jenny are around back and Sylvia's in the kitchen. I'm going to warn you Doctor, Sylvia raised all sorts of hell when I told her you were coming. Avoid her as much as possible. Clara," he smiled at her in a way her mother used to when she needed reassurance, "you should be fine, my dear. Everyone is gonna love you. Just head on back, I'll join you in little while. I have to pop round the corner and pick up something from the shop."

Out of habit Clara took the Doctor's hand and squeezed; to her surprise he squeezed back. Right before they entered the garden Clara noticed the Doctor halt. Despite his cooler body temperature and it being a breezy day out he seemed to be sweating slightly; his palms felt clammy.

"Alright?" she asked; concerned.

"No," he admitted, "but I'll make it alright."

She nodded, understanding. They sucked in a breath and stepped past the wooden gate. On the other side they saw a small blonde girl, no older than twelve, sitting by herself and sipping a cup of tea. She peered up at them over the rim of her mug and her eyes twinkled.

"Hello all," she greeted.

Noticing the Doctor was just staring at the poor girl, Clara elbowed him in the side. Taking the hint he spoke up, "Um, hello there. I'm Dr. John Smith and this is Clara Oswald. But um, just call me John."

"Hello," Clara chirped.

Jenny gave them a-lop sided smile, "Hello. I'm Jenny. I'm Donna's daughter. If you two were looking for her she went upstairs to take a phone call. Nan's in the house making more tea and some sandwiches."

"Lovely," Clara sing-songed, taking a seat beside Jenny and gave the Doctor a look that told him he should do the same.

But before he could do so, Sylvia Noble decided that this was her time to make an entrance, "Oh John," her voice probably sounded cheerful but it just made Clara feel unsettled, "would you mind joining me in the kitchen? I need some help preparing lunch. And we have so much catching up to do." The last few words were laced with venom.

"Of..course, Sylvia," his voice went up at least an octave.

Clara knew that a good friend would go with him but she quickly decided that Sylvia Noble scared her and that he would be fine on his own.

"Run along, John," she said, "I'll hold down the fort with little Jenny."

Once the Doctor had disappeared inside, Clara turned to Jenny, preparing to ask her about school when Jenny said something that made Clara's jaw drop, "So do you travel with the Doctor?"

She had to be careful about this, "Oh, yes. Dr. Smith and I travel from time to time."

Jenny looked at her skeptically, "From time to time? Very ironic phrasing, Miss Oswald." She then proceeded to wink at her. Clara raised her eyebrows in shock; she couldn't know the truth….could she?

DWDWDWDWDWDW

The Doctor slowly made his way from the garden to the kitchen; asking every deity he could recall for help. He had made the unfortunate mistake of forgetting that this whole ordeal would heavily involve Sylvia and he fought the instinct to run back to his TARDIS. This was going to be bad, really bad.

Slowly poking his head in the doorway he flashed a toothy grin, "You uh, you said you needed some help there, Sylvia?" He attempted to be as charming as possible. "Ooh! Nibbles. Those look fantastic. Did you make them yourself? Always a good cook, you."

She checked over her shoulder and turned back to him red faced, "Oh would you get in here!" she demanded, pulling him by the collar to stand next to her.

She crossed her arms in a familiar fashion and cocked her hip to the left side, now he knew where Donna got her signature pose from. "What the hell do you think you're doing? You said she could never remember. You said she couldn't be around you or her mind would burn. You're putting her life in danger by being here," the Doctor thought she had finished talking but she started again, "Why do you do this to her? Why do you do this to yourself? You come to her wedding, standing there like a ghost; like a stranger. You look like the air had been knocked out you and she asked about you for weeks after. Wondering if John Smith was okay, where did he go?"

He couldn't look her in the eye, "I'm sorry."

Sylvia let out a frustrated breath, "Yeah, well. Nothing we can do now is there? Dad is keen on you being here and given his condition and his ridiculous amount of faith in you I don't have much of a choice."

The Doctor allowed himself to smile. He looked up and saw that even though Sylvia still looked upset, she had softened. "What about her out there, then? Who is she? Donna's replacement?"

He shook his head, "No. No companion is a replacement for another. It's not how it works. Donna is one of a kind; just like they all are. Special in their own way."

"I still don't trust you completely. I just don't think you're going to be able to do this. It's going to be too hard on you to be this close to her without going back to normal. You're just going to end up disappointing her again."

Her words hit home. Boy, was she good. He'd never admit it out loud but he agreed with everything she just said. He was sure his face did nothing to hide how it made him feel to hear those words said by someone other than himself.

"Oi, Mum! What did you say to the poor man? He looks like someone's taken away his best friend in the world." He tensed. Oh he knew that voice; he knew that voice very well. He turned around and she was right there. He couldn't extend his arm fully without coming into contact with her. She was looking at him and she was smiling and she was alive.

"Sorry about mum, she can be a bit rude sometimes," she shot a glare Sylvia's way. She offered him her right hand, "Hello, sorry. I'm Donna, Donna Temple-Noble. And you are?"

**A/N: Next chapter will provide an explanation about the Doctor being John Smith in two different bodies. Thanks so much for reviews, follows, and faves. I have a lot planned for this story so stick with me! Again, thanks so much. Until next time.**


	4. A Time For Bananas

He took her hand but nothing came out of his mouth; all he could do with it was grin at her like a fool. He was sure he was making her uncomfortable but he couldn't seem to stop himself. When she began to look properly freaked out he finally found his voice.

"John Smith. I'm a friend of you granddad's," he announced as Wilf appeared with an armful of groceries from the shop.

Donna laughed, "John Smith? Gramps, only you could know not one, but two John Smith's."

The Doctor's grin dropped and he remembered that Sylvia had said Donna had asked where "John Smith" was after her wedding and he knew he had to come up with a good lie and fast.

"Oh," the Doctor began, his voice a tad faulty, "you must mean my nephew, John Smith? Wild looking hair, tall and thin?"

Donna snapped her finger and pointed at him, "That's the one! What ever happened to the poor man? I met him once and then he showed up mysteriously at my wedding; never heard from him again after that."

"Sweetheart, why don't you help your granddad unload those bags and John and I will take this tray out to Jenny and Clara?" Sylvia jumped in. She ushered Donna in the direction of Wilf and shoved the tray into the Doctor's hands. He could see Donna suspiciously eyeing her mother, but only for a moment because he was now the one being ushered.

He felt relieved when he was back outside in the fresh air and away from Sylvia but his relief was short lived when he saw a look of panic on Clara's face. He raised an eyebrow and cocked his head to the side in a questioning way. He could hear Clara excuse herself from the picnic table to make a beeline in his direction.

"John, I left my mobile in the car. Could you go with me to go and get it?" she asked loudly.

"But your mobile is in your skirt pocket. I saw you put it in there when we left the-" he was cut off as she took hold of his arm and gave him a serious look.

"No, I didn't." She said through gritted teeth, flashing a smile Jenny's way. She quickly took his hand and dragged him towards the street, barely giving him time to set down the tray of sandwiches Sylvia entrusted him to deliver to the table.

"Clara, I'm telling you, if you look in your pocket you'll see that your mobile is in there," he told her, confused by her actions.

"Yes, I know that Doctor. I needed to get you alone."

A knowing smile spread across his face, "Ah, are we feeling a bit jealous of the past companions, Clara?"

She rolled her eyes and shook her head, "No, nothing like that," she looked around to make sure they weren't being eavesdropped on, "Jenny knows about you; about us."

Panic struck him, "No, she can't possibly."

"Oh yes she can. She's been dropping hints since the moment you left us."

"Wilf must have told her; how could he? Doesn't he know that if she slipped up she could accidentally cause her mother's mind to burn?"

"I guess he wanted her to know who her mum really was," Clara suggested, her earlier panicked look seemed to ease. "It's quite sweet once you take a step back and look at it; to want her to know all of the amazing things Donna saw when she was with you."

"John! Clara!" Wilf's voice interjected, "Come join us. We're ready to eat."

"Ready?" Clara asked hopefully.

"Ready," he confirmed.

DWDWDWDWDW

The Doctor took a seat next to Jenny and made Clara sit next to Sylvia since he felt he had suffered enough of her wrath for the day. Donna's place across from him was vacant.

"Where's Donna?" he asked; trying not to sound too eager.

"Oh, she's on the phone with Shaun," Sylvia answered, "he's always working. They have plenty of money but he's not the type to sit around all day so he decided to look into being a copper. He's been working at the police station for a few years now."

The Doctor nodded, "So, he's a good man then?"

"Oh yes, he takes good care of our Donna. He takes good care of our Jenny as well," Wilf said, affectionately ruffling Jenny's hair.

"Gramps, you're messing up my braid," Jenny complained but the sparkle in her eye made it clear she wasn't actually upset.

"Jenny here is a lover of astronomy, John. She joins me most nights on the hill." Wilf had a look of pride on his face.

"Is that right?" the Doctor asked, "Well, so am I. But I believe you already know that, Jenny. In fact, I think you know a lot of things."

Her expression was nonchalant, "Oh yes, I'm quite aware that you are a doctor," she paused to take a drink of tea, "a doctor of astronomy, that is." She gave him a smug look and took another sip of her tea. She was a bit cheeky; he liked that. She was definitely Donna's child, even if they didn't share any actual genetics.

"I'm sorry everyone, Shaun rang," Donna explained, taking her seat next to her mother.

"No problem, we were just telling John and Clara about Shaun's work," Sylvia said, nodding towards Clara, "Donna, this is Clara, I'm sorry I didn't catch your last name?"

Noticing she was now the centre of attention Clara sat straight up, "Oswald. I'm Clara Oswald," she reached across the table to take Donna's hand, "it's nice to meet you, Donna."

"Clara works with John," Wilf added.

"Oh, lovely, what sort of work do you do?"

"She's my assistant," the Doctor said.

"I'm his carer," Clara said; simultaneously with the Doctor. She blushed at their slip up, "I assist Dr. Smith with his work and he often forgets the little things: eating, sleeping, what have you, so I often have to remind him that he needs to take better care of himself."

"He's a doctor of astronomy, mum," Jenny informed her; Donna's face lit up.

"Oh, that's wonderful. Gramps and Jenny are amateur astronomers. Which you're friends with Gramps so you probably already knew that."

"Do you not dabble in astronomy, Donna?"

She shook her head slightly, "Oh, I love to look up there but I haven't the patience most of the time. But, I join Jenny and Gramps on the hill every now and again. If I stare too much at the night sky I get headaches. Well, actually, I get headaches fairly often."

The Doctor pretended to pick lint off of his button up but really he couldn't look her in the eye. His memory swipe was the culprit of her constant, painful headaches. Every time she had a headache she was fighting off a memory of him.

He knew Clara was picking up on his discomfort because she quickly changed the subject, "What do you do for a living, Donna?"

"Well, after we won the lottery I quit temping and was a stay at home mum to Jenny. She was about six and a half when we adopted her but I wanted to be home with her as much as possible since I had missed out on six and a half years of bonding. But, when she got about nine I decided I was bored being at home all the time so I went with a friend of mine to volunteer at the local nursing home. I volunteered for a few years and was offered a job as entertainment and activities advisor last year."

"I still think you should've went back to school and made something of yourself," Sylvia added.

The Doctor could see that the comment hurt Donna but she let it roll off her back. "Right then, I'll just gather up the plates."

The Doctor shot up, "I'll help you," he took his and Jenny's plate and followed her into the kitchen. Donna was already scrubbing some of the plates and had her back to him.

"She's never satisfied," Donna said sadly. He wasn't sure if she was actually talking to him or just thinking out loud.

"Don't listen to her. I think what you're doing it brilliant," and he believed it. Though he was a bit biased; he thought everything she did was brilliant.

She craned her head to look at him and he could see her sad eyes, "Yeah?"

"Yeah," he confirmed.

"So, John Smith, you never told me where your nephew went. Mum rudely interrupted our conversation."

"Ah yes," he gulped, "John, unfortunately passed away some years ago." He didn't miss the crestfallen look on her face.

"Oh, I'm so sorry. Gramps never mentioned it. He was so young though, what happened?"

"His heart just gave out on him, it was a faulty thing."

"He showed up at my wedding and he just looked so sad; so defeated. I didn't really remember who he was until later that evening. But, something about the way he was looking at me made me feel haunted. I even have dreams about the man and I barely knew him."

"Dreams? What sort of dreams?" This could be dangerous territory. If she remembered too much through her dreams it could be enough to kill her.

"Just bits and pieces, really. He'll reach for my hand and then everything will fade to black. Everything always fades away. Sometimes he cries and I can't get to him."

"Donna," the Doctor could feel his hearts breaking, "you're crying."

She touches her face in disbelief and dabs her fingers on the apples of her cheeks, "So I am. You must think I'm daft."

"I don't think you're daft," he reassures her.

"I know about Gramps," she whispers. "I found the test results. He's lying to make it better for me."

"He wanted a little longer at normalcy."

"And I'm going to give it to him. He deserves it."

"That he does."

"That smile hasn't left his face all day. He's really glad you're here, I can tell. He's missed you."

The Doctor felt touched, "And I, him. Everyday."

"That's why I would love it if you could come back a few more times before, well, you know. You make him happy."

"You make him happier. But, I'd be honored to."

"Good," that put a smile back on her face, "now, would you like to help me serve dessert? I hope you like banana cause it looks like Gramps picked up some banana nut bread at the shop."

"Banana, now that's something I haven't had in a very long time, Donna."


	5. Never Again

***A/N at the end!**

That night Donna, the Doctor, Clara, Jenny, and Wilf went up to the hill top to gaze at the night sky. The Doctor, who hadn't had a proper banana themed snack in ages, happily carried a tin full of left over banana bread. He and Sylvia, though they didn't really get along, had a bit of routine. Every time the Doctor and Donna would visit, he would always want seconds or thirds of whatever dessert they were having. Finally, one day, Sylvia began packing him a tin of extras to take back with him. Today, she did not disappoint. She even graced him with a rare smile to boot!

Wilf produced an oversized blanket from his makeshift shed and sprawled it out on the damp grass for his little family to sit on. It didn't matter that the Doctor looked different now and he had only met Clara earlier that day, they were family to him all the same. The night was spent laughing at the Doctor and Jenny as they attempted to out geek one another and Wilf telling stories about the good old days. It had all the makings of a perfect memory; well an almost perfect memory.

As they began packing up their things Clara stood up and knocked the dirt off her tights and skirt. Donna seemed to appreciate Clara's outfit; taking notice Clara did a little twirl.

"Do you like?" she asked; exaggerating a pose.

Donna couldn't hold back her laugher, "Oh yes, very much. You have such a nice sense of style, Miss Oswald."

"You know what the best part is?" Clara asked. "I have pockets in this skirt. Real, proper, pockets!" She beamed and Donna beamed back briefly before she started feeling dizzy. She fell to her knees and clutched her head. Everyone crowded around her in concern. The Doctor crouched beside her and wrapped his arm around her middle.

"Donna, are you alright?" Fear was evident in his voice. He knew what had triggered the pain: pockets. He could practically feel her mind screaming about wedding dresses and pockets. Saying simple phrases like that wouldn't always cause Donna pain; earlier she and he had, had a full on discussion on why bananas were the best fruit and she was fine. The memory block played at random.

After a minute or so she shook her head and slowly eased herself from the ground. The Doctor's protective grip didn't waver until she reassured him she was okay. "I'm sorry," she said, "I just get these massive headaches at random times. They make me feel dizzy and queasy. Almost like I'm going to die. No doctor has been able to explain it and I stopped taking the pills they got me on; they do nothing."

The Doctor could feel Clara's eyes on him. She knew the reason, he knew the reason, Wilf knew the reason, hell, Jenny knew the reason. The only person not in the loop was Donna. It pained him to leave her side. Feeling guilty he stalked on ahead of everyone else as they made their way back to the Noble's.

DWDWDWDW

In the months to follow, the Doctor and Clara made many visits from the little blue box to Chiswick. Though it took some time, the Doctor and Donna started building a strong friendship through their mutual concern for Wilf's health. Clara helped Jenny with her homework and the Doctor would take her out on the hill when Wilf felt too sick. Sylvia even seemed to be warming to the idea of having them around all the time; especially Clara.

The Doctor let Jenny slip into the TARDIS a few times when no one was looking. She had asked if he would take her on a trip one day and he vowed that one day, he would. Things were really going great for everyone for a little while. Donna had talked "John" into helping her down at the senior centre and even made him help her grocery shop! It felt so amazing to be back by his best mates side again; it didn't matter if she thought he was someone else. Life, the Doctor thought, was going pretty smoothly. That is, until it wasn't.

Yet again the Doctor dropped Clara off at her flat so she could finish grading papers and he planned on having some alone time. Just as he was making his way to the library something made him turn back into the console room. The lights seemed to dim and the atmosphere was gloomy. It was as if the TARDIS was mourning. And then it hit him; Wilfred Mott was dead. The human life is much like a book and the Doctor hates endings. He didn't have the hearts to look into Wilf's future after receiving the news of his illness. But the TARDIS knew; the TARDIS always knows. She formed a link with Wilf just as she had with all of the Doctor's companions. That link breaking was painful on her as well.

Many emotions filled the Doctor all at once. He scared himself when he slammed a clutched hand onto the control panel. His hand throbbed but he ignored the pain. He looked around at the empty console room and felt so lonely; no companion onboard to talk to.

"The doctors told him six months!" he yelled at the ceiling. A sad humming answered him.

"It's only been five," he spat out through clenched teeth, "why do you let me do this? Why do you never intervene when I start getting attached to them? Blasted humans!" The TARDIS blinked her lights as if she were warning him to calm down. That did it.

"Don't tell me to calm down! I'm the Time Lord, you're the ship." She remained quiet. He stormed to the opposite side of the control panel and roughly punched in a time period and location. Recognizing it, the TARDIS made a loud screeching sound in protest.

"Don't get your wires in a bunch. I know what I'm doing."

Begrudgingly the TARDIS did what she was told and landed him not far off from a hill top in Chisick. The Doctor quietly exited the TARDIS and made sure he kept a safe distance. Hiding behind some bushes he was in the perfect location to see and hear what was happening above him. He saw his past self, carrying a tin of sweets while talking Donna's ear off. Wilf was walking in front of them, in perfect health, smirking at the conversation going on behind him. He remembered this night; it was a great one.

"I'm just saying Donna," his past self said, "there isn't a specific planet that only caters to the wearing and making of hats."

She glared at him, "Is this your way of telling me you want me to take some hat boxes back home? Cause I'm pretty sure we aren't cramped for space in the TARDIS."

"No. I'm trying to tell you not to get your hopes up on Planet of the Hats," he gave her his signature puppy dog look.

Her glare softened as she shoved him lightly, "Believe it or not Spaceman, it was a joke. I do own hats to go in the hat boxes."

He smiled at her and offered her his hand. She obliged and took it; swinging their arms playfully as they looked up at the night sky. They put down a blanket, just like they had that first night a few months ago, and sat on it all night sharing stories with Wilf and eating the sweets Sylvia had packed for them. The Doctor felt so jealous of his past self in his moments of watching. He did not regret meeting the Ponds and now traveling with Clara but it didn't lessen the hurt as he saw himself make Donna and Wilf laugh at his antics. He would never have that again.

His hearts sank into his stomach when he saw Donna take her grandfather's hand as they left the hill top. She would never hold his hand again. He watched as he ran up behind them and flung his arm around Wilf's shoulders. He was looking at Wilf with so much admiration; like a father figure. He could never do that again. Then at the bottom of the hill he could see Wilf walk one direction and he and Donna the other. Hand in hand they made their way back to the TARDIS. They would never do that again.

**A/N: So a bit of a sad chapter. I hate to say that there are many sad moments to come. But stick with me, I think I'll make it worth all the pain. Also, I'm thinking of writing some "DVD Extras" about some of their times mentioned in the months before Wilf's death (Jenny seeing the TARDIS, Doctor and Donna shopping, etc) Let me know if you'd be interested in that. Until next time.**


	6. I'm Here For You

He'd gotten a phone call from Clara not long after he had taken his little trip down memory lane. She'd received word of Wilf's passing and it confirmed the Doctor's heartbreak. It felt so final coming from someone who wasn't the TARDIS; at least she could humor with trips to the past. Clara's voice shook as she told him of Wilf's final moments in the hospital; of how Donna never left his side for a moment. Jenny had called to tell her the details of the funeral and asked them to stop by later. How could they refuse?

When the Doctor arrived to retrieve Clara he found that her eyes were swollen and red. Fresh tear tracks were prominent on her cheeks. A lump in his throat made breathing difficult, even with his advanced respiratory system. She said nothing as she walked past him and into the TARDIS. The trip was filled with amicable silence.

Even Chiswick seemed to be saddened by recent events. Stepping out of the TARDIS the Doctor could feel the air chill around him and the trees began to droop in the wind. He wrapped his jacket tighter around him and saw Clara do the same as they made their way to the front door. Ringing the doorbell, Clara looked up at the Doctor and give him a wry smile; he nodded and returned it. In a moment of need the Doctor clasped her hand with his and she squeezed it in a comforting way; he had missed the feel of a companion's hand.

A confused Shaun Temple answered the door but immediately seemed to realize who the two strangers huddled in windy evening were. During their visitations, the Doctor and Clara had yet to meet Shaun Temple, he was always working or resting from working. Even now he looked exhausted.

"Ah, Clara and Dr. Smith am I right?" he asked, he attempted a smile but it didn't stay; he looked like he was about to keel over.

The Doctor took in the sight of Shaun. He had never seen his companion's husband up close before. He looked like a kind man, the kind of man that would make Donna happy. He let go of Clara's hand to shake Shaun's.

"Yes, Dr. John Smith, nice to meet you," the Doctor was sure his smile mirrored Shaun's. He felt so very tired, so very sad.

"Clara, Donna is in Wilf's bedroom with Jenny. I think she said something about wanting to talk to you when you get here. John, could I speak with you for a moment?"

Clara looked between the Doctor and Shaun, debating on whether she should leave him, but seemed to buy it and head into the house.

Shaun closed the door behind him and led the Doctor back behind the house where the picnic table sat. They settled across from one another and looked around awkwardly; one not knowing what to say to the other one. The Doctor felt oddly nervous, he couldn't really pinpoint why.

"You look different from the last time I saw you," Shaun began, breaking the silence.

The Doctor's eyes became large, "You too? Is there anyone Wilf didn't tell?" He kneaded his palms across his face in frustration.

"I don't think he intended to at first. But when Donna kept asking about you and having dreams about you I began to get a bit suspicious. You can't blame me for wanting to know about the man occupying my wife's thoughts."

The Doctor groaned in return.

"I thought he was barmy at first but when Sylvia confirmed it I knew it had to be true."

The Doctor couldn't help but chuckle, "Sylvia Noble does not beat around the bush."

Shaun laughed with him, "No she doesn't. But Doctor," he waited for the Doctor to look him in the eye, "I'm really glad that you're here. I think, I think Donna needs this. She needs to have time with you, especially now."

"I want to do all I can for her, for all of you," a playful smirk appeared on his lips, "even Sylvia."

A look of relief seemed to wash over Shaun's face, "I am so happy you feel that way, Doctor. Because I have to go back to work, Donna is trying to comfort Jenny, and I've been on Sylvia duty all afternoon. She's taking it really rough and she needs someone to look after her right now. Would you mind?"

The color drained from the Doctor's face. Before he could object Shaun rocketed out of his seat and slapped him on the back, "Thanks so much, mate. And maybe later you could take Donna somewhere to get her mind off of things, yeah? You know how she is, she's gonna take care of everyone else before she takes care of herself. Stubborn woman, she is."

DWDWDWDWDWDW

The Doctor isn't sure how it happened but he had somehow landed himself in the Noble kitchen that contained a very distraught Sylvia. You would have never known she was upset if it weren't for the sobs that made her entire body shake every few seconds. Feeling that she shouldn't be standing near a hot kettle in this condition the Doctor hesitantly placed his hands on Sylvia's elbows and turned her to face him.

He expected harsh words, instructions not to touch her, but instead her sobs became louder and she wrapped her arms around his waist and buried her head into his chest. Her voice came like a watery whisper and it made him want to cry, "I should have been a better daughter. I've been so horrible. All these years, he deserved so much more," he tried to intervene but she shook her head furiously, "No, don't tell me any different, Doctor. You were so good to him. He loved you so much."

He wanted to stay in control of his emotions, he really did. This body didn't cry, this body wasn't emotional; but that was a lie. His eyes watered slightly and he held her closer. "Don't you say that, Sylvia, you were a lot of things but a bad daughter wasn't one of them," he held her at arms-length and forced her to look at him, "you have done and said some terrible things but you know what? So have I. You took care of him every day until the end. Sylvia Noble, you are a good person."

A screaming kettle broke their moment and Sylvia took a few short breaths and forced herself away from the Doctor's grasp. She poured hot water into two mugs and offered one to him as they sat at the kitchen table.

She bit nervously at her bottom lip before speaking again, "I'm sorry you had to see me like that, Doctor. It's been a rough day to say the least."

"No worries," he replied, "besides, I understand, I've lost someone before. I know it hurts."

She took a sip of her tea, "It's odd, you whisk my daughter away in blue box across the universe and I don't know the first thing about you. Were you ever married? Have kids? Who are you?"

He stared distractingly into his mug, twirling a spoon through the liquid, "Yes, I've been married before, I've had children," he sniffed loudly, "that's all gone now. They're gone."

"I'm so sorry," and she was. He could hear the sincerity in her voice.

"I had a daughter once, Jenny she was called," he expected the shocked expression on Sylvia's face, "I had my DNA forcibly taken from me and it created her. Mind you she was fully grown when she came out of the machine. I wanted nothing to do with her. But good old Donna, she wouldn't let me give up that easily. She told me I was wrong, she had never told me that before. She opened my eyes to a possibility of a life, with a daughter, and her as my best mate. I could picture it, us all traveling the universe as some sort of wacky little family where I'm dad and Jenny calls Donna mum and Donna and I would have fun with our usual routine when people mistake us for a couple. We'd say,_ 'Oh so not married. Jenny only has one biological parent but she may as well be Donna's. Not together,'_ and life would be perfect. But of course, life rarely turns out the way we want it to. Just as I had accepted her into my hearts, she was taken from me, by a gun," he spoke the last words like venom.

It took him by surprise when Sylvia patted his hand in a comforting way, "I'm sorry. I didn't know."

A tear trickled down his cheek, "I had tried my best to keep myself distracted for the rest of the day; but she was always in my thoughts. That night, in the library, I cried. I was actually impressed I had enough water in my system to make that many tears. Donna had heard me and came running in. I didn't even try to put up any façade at that point. She held me while I cried, shushed my tears, kissed my forehead," he could see Sylvia begin to tear up again so he mustered up the best smile he could, "because that's the beauty of friendship. It gets you through the hard times and I plan on being here for you and your family just like Donna was there for me."

Fishing around in the pocket of her cardigan, Sylvia retrieved an envelope and held it out to the Doctor. Taking it from her, he could see the name "John" written in Wilf's sloppy handwriting on the front of it.

"What is it?" he asked.

"He's asked that you read it at the funeral. He didn't tell me what was in it but he said it was important that you be the one who read it."

The Doctor nodded. He heard footsteps approaching behind him and he could tell just by the sound that they belonged to Donna.

"What's going on, then?" she asked, hands on her hips, fake smile on her face.

The Doctor pushed the envelope into his jacket pocket and got to his feet, "I was just telling your mother that I had a hankering for some blueberry cheesecake. Maybe you'd like to join me? It's your favorite, am I right?"

Her smile grew wider but so did her curiosity, "It is. But how did you know that?"

Panic swept through him, "Um, Sylvia told me, right Sylvia?" He shot her a pleading look.

"Oh yes, I was just telling him how much you loved it." Winking at him when Donna wasn't looking.

"Oh," she blushed red, embarrassed, "but yes, I'd love to join you. Get out of this house for a while. Would you like to come, mum?"

"No thank you. Actually, I think you should take Jenny and Clara along, I think I need to be alone for a bit if you don't mind.

Jenny and Clara chose that moment to make their appearance in the kitchen. Jenny went over to her grandmother and kissed her on the top of her head while Clara made her way to the Doctor's side.

"John and I were just going out for some dessert, why don't you two come with us?"

Jenny grinned, "Sounds like a plan to me! See you later grandma!" she yelled as she took Clara's hand and pulled her out the door.

Clara pulled a mock _'oh no'_ face as she was being dragged away by the child. Donna beamed a genuine smile and took one last look at her mother before shrugging on her jacket, "Be home in a bit, mum."

"After you," the Doctor gestured. As she walked on ahead of him, he turned around to give Sylvia one last wave, she was already crying again.

**A/N: I hope you enjoyed this chapter. A little fun fact, blueberry cheesecake is actually my favorite dessert so I thought, why not Donna's as well? Until next time, kiddies. **


	7. It's Only A Headache

**A/N: I know it's been a while since my last update, I apologize. But I tried to make this chapter a little longer to make up for it. Enjoy!**

Donna rocked nervously in her chair as she waited for the funeral to start. She was never any good at funerals, rubbish at them, and today was going to be no exception. She'd spent half of her father's funeral in the loo partly because she didn't like to see others cry and also because she had been asked to speak. She knew that this was all going to go pear-shaped. She was going to get up there, and she was going to talk about her grandad, and then she was going to be a blubbering mess in front of everyone.

She jumped slightly when she felt a hand on her back and berated herself for it because it was only Shaun. Funerals also made her jumpy. He leaned down to kiss her softly on the lips and she reciprocated. He then dragged his chin on top of her head and gave it a kiss as well.

"What are you doing you big softie?" She asked, winking at him playfully.

"I love you, you know that?" He lifted her chin with two fingers so that he could look into her eyes.

"I might," she teased, "I love you too."

He caressed her cheek lightly, "You're going to make it through today."

She was about to say something in return when Shaun greeted someone over her shoulder.

"John, Clara, good to see you," he said cheerfully, "I'm gonna go find Jenny, love," he said turning his attention back to Donna, "the service is about to start." He pecked her quickly on the lips before descending into the crowd to find their daughter.

"Hello Donna," Clara greeted warmly. Donna could tell Clara felt a bit jittery being here. She assumed it was because not long ago she had lost Danny Pink. John had told her about the situation one night and her heart broke for Clara. She had allowed herself to get close to Wilf and now he was gone as well.

"Hello," Donna reached out to hug her and she had intended it to be a quick hug in greeting but she found that she could not let go of her. She sensed that Clara felt the same because she did nothing to end the hug in a hurry. When they did eventually part Donna could see the hurt on Clara's face but that she was also fighting it. She didn't like to lose control.

She began to make her way over to John, who was just at good at hiding his grief as Clara was, but the sound of the vicar clearing his throat halted their actions. Taking the hint everyone made a bee line for their seats. Deciding that Sylvia may need a little extra support Shaun sat on one side of her and Donna on the other. Jenny sat, head down on her father's other side and Clara and John took the seats beside Donna.

The vicar read a quick, impersonal obituary of Wilf's life; nothing to write home about. And followed it with a few lines of scripture you could find at any funeral. Donna could recite them from memory. They had a quick prayer and then Donna realized that all eyes were on her. Nervously she realized that it was time for her to speak.

Removing herself from her seat was almost impossible; it felt like she had been glued to it. As she was slowly making her way up to the podium they had set up earlier that day her heels sank into the grass. The vicar patted her shoulder awkwardly and left her to it. Scanning the audience around her she saw nothing but familiar faces, which made it all the more terrifying. She couldn't let these people down, she was bound to bollocks it up. She couldn't do it. She wouldn't. And who would blame her? Everyone would accept that this was a difficult time for her and they would move on to John's portion of the service. Looking in John's direction it was as if he had read her mind. The way he looked at her unnerved her. He looked at her like, well, just like her grandad did. Like she was something special.

"I'm sorry," she began, "if I mess this up. I'm not good at this sort of thing. I want my grandad's funeral to be perfect and memorable and I'm afraid that I'm not going to do him justice. But, let me start off by saying that he loved each and every one of you. I can recognize every face here today. From his friends down at the senior centre down to the people that he talked to in the shops every day. My grandad was a remarkable person and just a little bit eccentric. As if you couldn't tell, we're having his funeral service on a hill top where he would come up to every night to look at the sky. You can't say that about a lot of funerals. I bet you he spent over half his time on this hill top; he loved it." A lump rose in her throat but she pushed it down. She was going to get through this.

"I know that no one is perfect but damn it, Wilfred Mott came as close as you could get. He had a way of making you feel like you were the most important person in the world. He was a loving father to my mother and a loving grandfather to my daughter and I. My husband Shaun never really had a father figure growing up, and my grandad had his doubts about Shaun at first, but he turned into the best fill-in father Shaun could have ever asked for." Her eyes began to water as she saw her mother and Shaun holding each other's hand tightly and crying. "He was the best friend you never knew could exist. Over half of you in attendance know that to be true. But please know that he lived his life the way he wanted these past few months. He spent time with all of you and he spent time with his family. He looked up at the stars and he dreamed about a world beyond ours. He held Jenny until she fell asleep and he and I snuck junk food into the house and hid it from mum. Shaun took him for a ride in his police car and he got to reconnect with someone he hadn't seen in a long time." Donna looked at John and nodded.

"He also made a new friend in Clara, who has become like part of the family. He cared for her as if he had raised her himself. And I couldn't had pried him away from John if I had tried," she paused, taking a few calming breaths, "Gramps left a letter for John to read to us today and I'm going to shut my big gob now and let him come up here and speak to you. I assure you he's a much better speaker than I am. In closing I want you all to know that I loved," she stopped herself, "I love my grandfather and I'm going to miss him every day. But he lived his life as a dreamer and that's the best way to live it. Thank you."

Tears streaked her cheeks as she made her way from the podium to her seat. Meeting John halfway he surprises her by gently grabbing her wrist in an attempt to comfort her and it forces her to look at him. When her eyes meet his something feels familiar; almost too familiar. She finds that she cannot look away, it's almost as if this has happened before. But how could it? In the few months that she has known John he'd never taken hold of her wrist before; he isn't the touchiest person. Something about those eyes. John is no spring chicken but his eyes are far too old for his face. Suddenly, as though she had been struck by lightning, she gasps loudly as a memory floods her mind.

_"Donna!" her name was being called by the Doctor as they entered the console room, "Would you please slow down and look at me?" _

_ They had just gotten back from one of their many trips to Chiswick and this one had not ended well. They had originally planned on spending the day with Wilf and away from Donna's scornful mother who still had a strong dislike for the Doctor when her grandad had to cancel last minute. This meant that their entire evening was spent with a scowling Sylvia Noble and her sharp tongue. Between her drilling the Doctor every five seconds and her constant hurtful remarks to her daughter they hadn't had much time to enjoy themselves. The whole ordeal finally caused Donna to snap at her mother and storm out, back to the safety of the TARDIS. _

_ "Donna?" His voice was gentle and cautious, "Will you talk to me? Please?"_

_ She kept her back to him and her tone neutral, "There's nothing to talk about, Spaceman. My mother made some hurtful comments, all of which were true, and I just couldn't take it anymore so I left." She felt her cheeks burn with embarrassment as a few tears fell from her eyes. _

_ "Hey now," he whispered, laying a hand on her shoulder, "don't listen to a word she says. You know she's wrong."_

_ Flinching out of his touch she whipped around to face him. Her eyes weren't sad anymore; they were angry. "Oh, don't you start. You're just as bad as she is!" She spat at him, crossing her arms to make her point._

_ "Me?" He yelped in response, "What have I done? Except tell you how brilliant you are every chance I get. You always shut me down; refuse to believe me. I am the opposite of your mother."_

_ She tore her glare from his eyes to look around the console room, "You may not have started it but you sure as hell fueled the fire."_

_ "Fueled what fire? Donna, I don't know what you are talking about!" He pulled none too gently on his hair in frustration. _

_ "You hadn't even known me half a day," her voice grew quiet and her face was sullen, "and you told me exactly what you thought of me. Not special, not important, you're such an excellent judge of character, Doctor. Imagine how it feels, living in your space ship, traveling to new worlds and having to hear you tell people you've only just met how special and brilliant they are. Even if you were lying to them you couldn't even have given me the same curtesy. I'm such a fool."_

_ She saw that his entire demeanor had changed. He was wearing that, __**'Oh, Donna'**__ look. She hated that look. His eyes were so ancient but he could somehow make them appear so young when he looked at her like that. _

_ "Oh, Donna," he tried coming closer to her again, "I am so sorry, I didn't," he looked as though he may actually cry, "I was in a bad place then. I didn't mean a word that I said. Of course you're important, you are Donna Noble. There's never been another like you and there never will be."_

_ He leaned in for a hug but she wasn't having any of that. She still felt angry at him. She raised her right hand and made a move to slap him but he caught her wrist. She attempted to wriggle from his grasp but he stood his ground. She scowled at him and his eyes were practically begging her for forgiveness._

_ Having been put down her entire life Donna wasn't quick to forgive harsh words; especially since she had been harboring resentment towards the Doctor for that statement for quite a while. Of course he was still her best friend and she cared for him dearly, it just didn't ease the pain of what he had said. His words sounded so certain. _

_ "How could you?" she asked as she turned her head to hide her tears. She could feel him lower their arms but his grip on her wrist didn't falter. _

"_Please forgive me," he requested, "I'm not good at admitting I need someone, you know that. But, I don't know what I would do without you. You're the best friend I have ever had and you don't know how much I love you for that. I'll never be able to express how much I regret hurting you."_

_She breathed in deeply through her nose and hesitated before answering, "I couldn't stay mad at you if I tried. I'll admit I've been holding on to that for a while but, I just don't want to dwell on it anymore. It's just hard sometimes, hearing that all your life and then this mystical stranger believes that about you too. I don't want us to fight anymore. You didn't do anything today, my mum did."_

_She closed the distance by snaking her arms around his shoulders and he held her close. Feeling the Doctor relax around her she allowed herself to smile. She felt embarrassed by letting herself get so emotional but truth be told, she needed it. Knowing that the Doctor knew how he made her feel on that bleak Christmas day made breathing easier. The resentment was fading into nothing but a memory._

"_Are you sure we're okay?" The Doctor mumbled into her shoulder, "would you rather I take you home?"_

_Shaking her head furiously she adjusted her chin so that her hair wasn't blocking her mouth, "Don't you dare take me back there, Doctor. I'll deal with mum another day. Besides, the TARDIS is my home now."_

_He held her out at arms-length and beamed, "So you're not leaving me?"_

_She cocked her head to the side and looked at him fondly, "I'll never leave you."_

She suddenly found herself lying down on a cool, wet surface. Opening her eyes quickly she attempted to un-blur her vision. Feeling grass blades under her hands she was aware of her surrounds enough to know she was on the ground. Staring up she could see John's face, no the Doctor's face, no John's, no it was the Doctor's face.

"Donna, look at me, are you okay?" He asked, worry in his voice.

She breathed lightly through her nose and smiled at him. She reached her hand up and laid her palm on his face. "Don't worry Spaceman, I'll never leave you."

When she saw the sheer panic appear on his face she closed her eyes again. She could faintly hear voices shouting her name but she couldn't be bothered. Before she completely lost consciousness she could hear her mother telling them to get her to the house. She couldn't help but think of how silly her mother was acting, it was only a headache after all.


End file.
